/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
JERSEY, UK, Feb. 26, 2018 /CNW/ -
Tethyan Resources plc (TSXV: TETH) ("Tethyan" or the
"Company") is pleased to announce the terms of a
non-brokered private placement of up to 4,800,000 units at a price
of $0.25 per unit for gross proceeds
of up to $1,200,000. Each unit
will be comprised of one ordinary share and one-half of one
transferable share purchase warrant of the Company. Each
whole warrant will be exercisable into one ordinary share of the
Company at an exercise price of $0.35
per share for a period of three years from the closing date of the
private placement. Southern Arc Minerals Inc. (TSXV:
SA) ("Southern Arc") intends to invest up to $360,000 and acquire up to 1,440,000 units under
the private placement.
The net proceeds from the private placement will be used to
finance Tethyan's planned advancement of the Rudnitza copper-gold
porphyry prospect in 2018, as well as other earlier-stage prospects
toward the identification of new drill targets and for general
working capital.
Southern Arc presently owns 29.89% of the issued and outstanding
ordinary shares of Tethyan on an undiluted basis and will not
exceed 29.99% of the issued and outstanding ordinary shares of
Tethyan on closing of the private placement. The proposed private
placement by Southern Arc will be a "related party transaction"
within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") by virtue of Southern Arc
being a "control person" of Tethyan. The private placement is
exempt from the formal valuation requirements of MI 61-101 pursuant
to section 5.5(b) thereof and is exempt from the minority
shareholder approval requirements by virtue of section 5.7(1)(a)
thereof.
In addition to other prospectus exemptions commonly relied on in
private placements, the offering will be available to existing
shareholders of the Company, who, as of the close of business on
February 22, 2018, held ordinary
shares of the Company (and who continue to hold such ordinary
shares as of the closing date), pursuant to the prospectus
exemption set out in B.C. Instrument 45-534 - Exemption From
Prospectus Requirement for Certain Trades to Existing Security
Holders and in similar instruments in other jurisdictions in
Canada. The existing shareholder
exemption limits a shareholder to a maximum investment of
$15,000 in a 12-month period unless
the shareholder has obtained advice regarding the suitability of
the investment, and, if the shareholder is resident in a
jurisdiction of Canada, that
advice has been obtained from a person who is registered as an
investment dealer in the jurisdiction. If the Company receives
subscriptions from investors relying on the existing shareholder
exemption exceeding the maximum offering, the Company may adjust
the subscriptions received on a pro rata basis.
The Company will also make the offering available to certain
subscribers pursuant to B.C. Instrument 45-536 Exemption From
Prospectus Requirement for Certain Distributions Through an
Investment Dealer. In accordance with the requirements of the
investment dealer exemption, the Company confirms that there is no
material fact or material change about the Company that has not
been generally disclosed.
About Tethyan
Tethyan Resources plc is a gold and base metal mineral
exploration company incorporated in England & Wales. Tethyan is focused on the Tethyan
Metallogenic Belt in Eastern
Europe, mainly Serbia, where it is acquiring and exploring a
portfolio of quality precious and base metals projects with known
mineralisation and compelling drill targets. Tethyan emphasises
responsible engagement with local communities and stakeholders, and
is committed to proactively implementing Good International
Industry Practice (GIIP) and sustainable health, safety and
environmental management. More information can be found on our
website: www.tethyan-resources.com.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements
Certain information contained herein constitutes
"forward-looking information" under Canadian securities
legislation. Forward-looking information includes, but is not
limited to, statements with respect to the private placement, the
use of proceeds, the availability of certain prospectus exemptions
and Southern Arc's participation in the private placement.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "intends", "will be" or
variations of such words and phrases or statements that certain
actions, events or results "will" occur. Forward-looking statements
are based on the opinions and estimates of management as of the
date such statements are made and they are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Tethyan to be materially different from those expressed or implied
by such forward-looking statements or forward-looking information,
including: the receipt of all necessary regulatory approvals,
capital expenditures and other costs, and financing and additional
capital requirements. Although management of Tethyan have attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements or forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements and forward looking information. Tethyan will not update
any forward-looking statements or forward-looking information that
are incorporated by reference herein, except as required by
applicable securities laws.
SOURCE Tethyan Resources PLC